Newspaper columnist Jack Burden (Jude Law), left, a scion of the Old South, helps scrappy, up-from-the-masses politician Willie Stark (Sean Penn) beat Louisiana's political wheeler-dealers at their own game in a new version of the 1949 Oscar-winner "All the King's Men." "All the King's Men' spends too much time on the charisma of Sean Penn's Willie Stark character when campaigning.

It takes chutzpah to remake an American classic.

Just ask Peter Jackson, who desecrated "King Kong" last year. (He wasn't the first to do it -- but, let us pray, he'll be the last.)

Which brings us to writer-director Steven Zaillian.

Sure, the guy won an Oscar (and deserved it, which is not always the case) for his "Schindler's List" screenplay.

But that does not grant Zaillian and his co-conspirators a license to revamp -- and distort -- 1949's Oscar-winning best picture, "All the King's Men."

The first adaptation of Robert Penn Warren's 1946 Pulitzer Prize-winning novel also earned Broderick Crawford a best actor Oscar for his juggernaut portrayal of populist-turned-demagogue Willie Stark.

When the first "All the King's Men" hit print (and celluloid) in the '40s, everyone recognized Willie Stark's real-life inspiration: Huey P. Long.

The man they called "The Kingfish" took on the powers-that-be in backward, Depression-era Louisiana -- and outpowered them, first as governor, then as a U.S. senator planning an assault on the White House. A little thing like impeachment -- or a little thing like the U.S. Constitution -- never stopped Huey Long. It took an assassin's bullets to do that.

In any case, the Willie Stark we meet in this new "All the King's Men" -- played with strutting, banty-rooster dynamism by Sean Penn -- seems far less the gleeful autocrat than Crawford's indelible creation.

Then again, this Willie Stark isn't nearly as much of a homespun fascist as his 1949 counterpart (or Long himself).

Perhaps Zaillian and his colleagues just couldn't bring themselves to include all the king's warts while painting their portrait of Willie Stark.

Womanizing, sure. Boozing? No problem.

But dirty campaign tricks? Corruption and betrayal? Suspending civil liberties in the name of civic progress? This "All the King's Men" isn't as interested in them as it should be.

Stark begins his political life as a small-town firebrand.

As such, he attracts the interest of newspaper columnist Jack Burden (Jude Law), a scion of the Old South who has forsaken his place among the faded gentry to become a lowly ink-slinger.

Jack believes Willie's the guy who can sweep the smoke out of the back rooms occupied by the state's political fat cats, including kingmaker Tiny Duffy (James Gandolfini).

But as Jack becomes more embroiled with Willie and his crusade to improve the lives of the poor, uneducated and downtrodden, he realizes Willie might not be such a heroic crusader after all.

Especially when Willie, now governor, demands that Jack dig up some dirt on a respected judge (Anthony Hopkins) who was Jack's surrogate father during his privileged youth.

Other echoes from the past also reverberate, notably Jack's long-ago first love, the aristocratic Anne Stanton (Kate Winslet), daughter of a legendary Louisiana governor.

As anyone who's ever read Warren's sprawling novel will attest, there's a lot of plot to cram into one movie.

Yet in (too) many cases, Zaillian chooses the wrong things to include -- and exclude.

The script spends far too little time on Willie's lightning-bolt campaign charisma.

Even more frustratingly, this "All the King's Men" sidesteps the ways in which Willie Stark becomes a different breed of fat cat -- one who's not only interested in profiting from public service, but taking his "the end justifies the means" philosophy to dangerously despotic levels.

Instead, Zaillian gets bogged down in Jack's man-in-the-middle routine -- without ever clarifying his relationships with characters who prove pivotal to the story, from Winslet's Anne and Hopkins' judge to Mark Ruffalo as Anne's unequivocally idealistic (and therefore doomed-to-disillusionment) doctor brother.

All too often, these and other characters appear and disappear in annoyingly arbitrary fashion. They take their places as required, but never generate the kind of vivid individuality Patricia Clarkson does as a savvy, abrasive political operative.

And while "All the King's Men" is just as much Jack's story as Willie's, Law's genteel approach -- combined with Zaillian's stately direction -- often makes his character seem aimless and inert rather than thoughtful and troubled.

Ultimately, however, it's the movie's overblown, pompous attitude that derails this version of "All the King's Men."

Throughout, the movie seems so busy trying to convince us of its significance, it gets in its own way. And, as a result, it never gets close to where it wants to go.

Willie Stark never would have made that mistake. He might have been rude, crude, ruthless and corrupt, but he knew how to rouse an audience. And that's something "All the King's Men" never quite figures out.